Vivendi Shareholders’ Committee Charter

CHAPTER I: OBJECTIVE

The Vivendi Shareholders’ Committee is an advisory body whose purpose is to enhance dialogue, listening and communication between Vivendi and individual shareholders.

It represents an ongoing initiative to:

Improve the quality of the information and links that Vivendi provides to individual shareholders.

Offer a panel of shareholders the opportunity to express their expectations, thoughts and suggestions related to communications and relations with Vivendi.

The Vivendi Shareholders’ Committee has no legal status.

CHAPTER II: COMPOSITION

The Vivendi Shareholders’ Committee comprises at least nine (9) permanent members, who represent the group’s diverse shareholdership in France. Each member meets the following conditions:

Being a natural person.

Holding, as either registered or bearer shares, at least five (5) shares of Vivendi stock or, for employees, holding shares in the group savings plan (PEG).

Keeping said stock or shares throughout their entire term as a Committee member.

For reasons of confidentiality and competition, Vivendi Shareholders’ Committee members agree not to belong to the shareholders’ advisory committee of any company active in the same businesses as Vivendi. Throughout the term served by a Shareholders’ Committee member, Vivendi reserves the right, at any time, to require that member to produce a certificate proving that he or she holds the minimum number of shares. The president of the Vivendi Management Board is the honorary president of the Vivendi Shareholders’ Committee. The Vivendi Director and Assistant Director of Communications are the Secretaries General of the Vivendi Shareholders’ Committee.

CHAPTER III: TERM

Paragraph 1 – Length and exercise of the mandate

Vivendi Shareholders’ Committee members are appointed for a renewable term of two (2) years. Each term is renewed according to the conditions defined and put in place by Vivendi. Throughout their entire term, members agree to attend Vivendi Shareholders’ Committee meetings and undertake the Committee’s work and activities. Vivendi may end a member’s term at any time, for reasons including:

Lack of attendance.

Incomplete or misleading information about that member.

Failure to respect this charter.

The Vivendi Shareholders’ Committee may be dissolved on Vivendi’s initiative, after its members have been informed in writing.

Paragraph 2 – Selection – Appointment – Vacation – Renewal

A selection committee supervised by the Shareholder Relations Manager is responsible for selecting and appointing Vivendi Shareholders’ Committee members.

This selection committee may receive assistance from an outside consultant in carrying out all the steps required to choose Vivendi Shareholders’ Committee members.

Applications from shareholders who wish to become Vivendi Shareholders’ Committee members and have properly completed the application for the position will be considered.

Shortlisted shareholders are invited to individual interviews.

Vivendi appoints its Shareholders’ Committee members based on the applications it receives and the motivations expressed during individual interviews, while ensuring that the composition of the Vivendi Shareholders’ Committee reflects the diversity of the group’s individual shareholdership.

If a member leaves the Committee due to resignation, loss of his or her shareholder status or any other reason, the same procedures are used to find a replacement for the vacant seat. Vivendi is alone responsible for appointing Vivendi Shareholders’ Committee members and ending their term for any reason.

CHAPTER IV: OPERATIONS

Vivendi convenes the Vivendi Shareholders’ Committee at least twice per calendar year, at the group’s headquarters or at any other location of its choosing.

Vivendi Shareholders’ Committee members are informed of upcoming meetings via letter or e-mail at least two weeks before the meeting. This notification includes the date, time and location of the meeting.

The Vivendi Shareholders’ Committee may collect concerns and suggestions from individual shareholders throughout the year, via such methods as correspondence sent by the said shareholders to Vivendi headquarters or to a special e-mail account on the group’s website.

CHAPTER V: GENERAL PROVISIONS

Paragraph 1 – Undertakings

Vivendi Shareholders’ Committee members agree:

To protect the confidentiality of any information they may receive as part of the Vivendi Shareholders’ Committee’s activities.

Not to abuse their status as Vivendi Shareholders’ Committee members.

Paragraph 2 – Financial provisions

In order to guarantee the independence and neutrality of the Vivendi Shareholders’ Committee, the members agree not to receive any compensation in exchange for their participation in the Vivendi Shareholders’ Committee’s activities.

Moreover, Vivendi will not reimburse them for any lost wages or income due to their participation in the Vivendi Shareholders’ Committee’s meetings or activities.

Vivendi does cover transportation expenses for Vivendi Shareholders’ Committee members when a receipt is produced, within the limits of the company’s travel policy.

Any accommodation costs are paid directly by Vivendi based on an agreement with those concerned.

Paragraph 3 – Rights

Vivendi reserves the right to make use of the Vivendi Shareholders’ Committee’s work.

Vivendi Shareholders’ Committee members authorize Vivendi and/or its affiliated companies to make use of the results of their work, their image and their name in the context and form of photographs, videos or voice recordings for any internal or external communications initiative that falls within the scope of the Vivendi Shareholders’ Committee’s work.

This authorization is valid for all media, including the Internet and other multimedia technologies.

This authorization is granted free of charge, for an unlimited period and for all locations and countries.

By virtue of their Vivendi Shareholders’ Committee membership, all members must automatically adhere to the provisions of this charter.

This charter may be modified on Vivendi’s initiative, after the Vivendi Shareholders’ Committee members have been informed.